Overview: Utilizes Single Transferable Voting method, a form of proportional representation elections
designed to achieve diverse governing boards.
 Empowered local Committees of Inclusion (COI) have authority to
delay Local Station Board (LSB) elections for up to 2 two week periods pending the committee's approval of the candidate pool in
accordance to their interpretation of unspecified local population demographics.
 Local COI also authorized to add up to 5 unelected seats to the Local Station Board
if the committee determines that the election has not produced an adequately diverse
LSB in accordance to their interpretation of unspecified local population demographics.
 National COI has the power to order 5 seats to be added to the National Board
if the committee determines that the National board election has not produced an adequately diverse
board in accordance to their interpretation of unspecified demographics of the combined signal
areas of Pacifica-owned radio stations
 Treats people differently based on race, gender, ethnicity, or other
characteristics opening Pacifica up to lawsuits and loss of funding.

Overview: Utilizes Single Transferable Voting method, a form of proportional representation elections
designed to achieve diverse governing boards.
 Establishes local and national Committees of Inclusion to
"...monitor both station programming and staffing in consultation with the LSBs.
They will also monitor the diversity of election candidates and work with the LSBs' appropriate
committees to improve the diversity of election candidates at the local and national level..."
 Legal, practical, and democratic

Diversity language committee proposed bylaws language

Draft B

[this section same as draft B]

ARTICLE ONE
IDENTITY AND PURPOSE...

SECTION 4. COMMITMENT TO DIVERSITY

The Foundation is committed to diversity and inclusion of people
of all nations, races, ethnicities, creeds, colors, classes,
genders, sexual orientations, ages and people with disabilities
in its programming, staff, management, committees and
governance.

ARTICLE THREE
MEMBERS OF THE FOUNDATION...

SECTION 10. RECORD DATE

The record date for purposes of determining the Members entitled to receive notice of any meeting, entitled to
vote by written ballot or entitled to exercise any other lawful membership action, shall be forty-five (45) days
before the date of the special meeting, 45 days before the day on which the first written ballot is distributed, or
made available, to the Members, or 45 days before the taking of any other action, as applicable. However, for
the 2003 elections for Local Station Boards, the record date for the same purpose shall be thirty (30) days
before the date on which the first written ballot is distributed, or made available, to the members.

ARTICLE THREE
MEMBERS OF THE FOUNDATION...

SECTION 10. RECORD DATE

The record date for purposes of determining the Members
entitled to receive notice of any meeting, entitled to vote by written
ballot or entitled to exercise any other lawful membership action,
shall be forty-five (45) days before the date of the special
meeting, 45 days before the day on which the first written ballot is
distributed, or made available, to the Members, or 45 days before
the taking of any other action, as applicable.

ARTICLE FOUR
[DELEGATES (Local Station Board members) ]
...

SECTION 5. DIVERSITY OF DELEGATE NOMINEE POOLS

Prior to the opening of nominations for Delegates in any election year (prior to July 25th), the local Committee
of Inclusion ("COI") (described in Section 4 of Article 8 of these Bylaws) shall establish diversity goals for the
Delegate candidate pools for that station for both Listener Sponsor Delegates and Staff Delegates so that
the delegate candidate pool composition shall be demographically consistent with that of the local station signal
area, such that it remedies the exclusion of historically underrepresented groups and other groups currently
discriminated against. The number of candidates from underrepresented groups and other groups currently
discriminated against shall not fall below a set minimal percentage of the goals established for the inclusion of
those groups in the candidate pool, as set forth in this paragraph.

At the close of the nomination period on September 25th, the local COI shall within three days evaluate the pool
of candidates to determine whether the diversity goals have been met. If the local COI determines that the
diversity goals for the candidate pool(s) have not been met, the nomination period shall be extended for two
weeks until October 9th; and if the diversity goals have still not been met the nomination period shall be
extended for a second two weeks until October 23rd ; provided, however, that the local COI must notify the
local Elections Supervisor of any extension not later than three days after the close of nominations or any
extension thereof and if the local Elections Supervisor is not timely notified there shall be no extension (i.e., not
later than September 28 th for a first extension, and not later than October 12th for a second extension, if any).
The latest date for close of nominations -- after two extensions -- shall be October 23rd. During any extension
of the nominations period, the local COI and other appropriate local committees will be expected to conduct
additional outreach efforts to underrepresented groups to enhance the diversity of the pool of candidates. If
after two consecutive extensions, the diversity goals have not been met, the election of Delegates shall go
forward regardless of the composition of the candidate pools.

Demographics shall be ascertained from governmental, academic and community sources, such as the U.S.
Census Bureau, local government, local universities and organizations.

[SECTION 6. ELECTION OF DELEGATES]

[same as draft B, section 5]

SECTION 5. ELECTION OF DELEGATES

All elections for Delegates shall be by written ballot, provided,
however, that the elections supervisor shall also have the option
of providing a secure electronic means of voting via the internet.
Members shall only have the right to vote for Delegates for the
Foundation radio station with which the Member is affiliated.
Members shall vote in classes: Listener-Sponsor Members shall
elect 18 Delegates for each radio station and Staff Members
shall elect 6 Delegates for each radio station, for a total of
twenty-four (24) Delegates for each Foundation radio station.
Elections of Delegates shall be staggered over a 3-year period
with elections for 3 Staff Delegates and 9 Listener-Sponsor
Delegates held in the first year, elections for 3 Staff Delegates
and 9 Listener-Sponsor Delegates held in the second year and
no elections in the third year. The ballots shall be counted by the
Single Transferable Voting method. All ballots related to the
election, and the removal, of any and all Delegates shall be filed
with the Foundation Secretary and maintained with the corporate
records for a period of three (3) years.

SECTION 7. SELECTION OF ADDITIONAL DELEGATES FOR DIVERSITY

After the election of Delegates in any given election year, the local COI shall evaluate the composition of the
Local Station Board (including all the recently elected Delegates elected by the Listener-Sponsor Members and
Staff Members) to determine whether the LSB, as constituted, meets that COI's previously-set diversity goals
for Delegate candidate pools.

Within one week of the close of the election, the Local COI shall issue a written report reflecting its finding.
This report shall be issued publicly, it shall be provided to the Chair of the LSB and the Foundation, as well as
being posted at the applicable station and on its website. In the event the Local COI finds the Local Station
Board as constituted does not meet the COI's diversity goals for the local station signal area, then it may seat up
to five additional candidates onto the LSB. Said additionally seated candidates shall be those unelected
candidates who gained the highest number of votes in each category defined by the relevant COI as requiring
additional representation after the election in order to meet the diversity goals. Such additionally seated
candidates shall be automatically designated, without discretion by the COI, in the following sequence: First,
those in categories with no current or just-elected Delegates, and second, those in categories with one or more
Delegates but not enough to fulfill the relevant goal, starting with those categories which fall furthest short. In
the event that there are more categories with no Delegates than there are available seats, the added seats shall
be designated to the highest vote-getters until the seats run out. In the event that there are more categories with
inadequate numbers of Delegates than there are available seats, the added seats shall be designated to the
highest vote-getters until the seats run out. There shall be no more than five such added seats on the LSB at
any one time, consistent with Section 2 of Article 7. In order to roughly maintain the 1/4 ratio of Staff
Delegates to Listener-Sponsor Delegates, the first two Delegates selected, if any, shall be drawn from the
Listener-Sponsor candidates, the third Delegate selected, if any, shall be drawn from the Staff candidates, and
the fourth and fifth Delegates selected, if any, shall drawn be from the Listener-Sponsor candidates.

No person shall be named to an added delegate seat who does not receive at least 10% of the number of
minimum votes required to be directly elected in the same election. In the event that there are no eligible
candidates remaining in the appropriate pool who are needed to meet the COI's diversity goals, then no further
appointments shall be made.

SECTION 10. TRANSITION ELECTION OF DELEGATES

Following the adoption of these Bylaws, and consistent with that Settlement Agreement dated December 12,
2001, there shall be an election for all Delegates for each radio station area. The interim Board of Directors, by
resolution, shall establish a nomination and election time frame for said elections, which time frame may be
shorter and on dates other than those set forth in Section 4 of this Article of these Bylaws.

For purposes of this transition election, only, local Committees of Inclusion shall be established consisting of one
Director, three of the current Local Advisory Board Members from each radio station who shall, by Single
Transferable Voting method, choose a minimum of three and a maximum of eleven additional Local COI
members. These local Committees of Inclusion shall have four weeks after the opening of nominations to set
diversity goals for the candidate pools for Delegate elections for their respective station areas. To avoid actual
or potential conflicts of interest, no member of a local Committee of Inclusion may run for election as a
Delegate (except that if all the current interim Directors from a station area intend to run for election, then one
of them who shall be chosen by lot shall serve on the local Committee of Inclusion for his/her station area, and
if there are not three LAB members who do not intend to run for election, then three LAB members shall be
chosen by lot to serve on the local Committee of Inclusion).

For purposes of this transition election, only, on each LSB, the 3 staff delegates and 9 listener-sponsor delegates
receiving the highest number of winning votes shall serve until said LSB's December 2004 meeting to seat new
delegates, unless re-elected or sooner removed pursuant to these bylaws. Beginning with the 2004 election for
delegates, said delegate elections shall thereafter proceed in accordance with the remainder of the
non-transitional election provisions herein.

SECTION 8. TRANSITION ELECTION

Following the adoption of these Bylaws, and consistent with that
Settlement Agreement dated December 12, 2001, there shall be
an election for all Delegates for each radio station area. The
interim Board of Directors, by resolution, shall establish a
nomination and election time frame for said elections, which
time frame may be shorter and on dates other than those set
forth in Section 4 of this Article of these Bylaws.

For this transition election only, the 3 Staff Delegates and 9
Listener-Sponsor Delegates for each radio station highest
ranked in this first election shall serve for a term expiring
December 2005, and the next highest ranked 3 Staff Delegates
and 9 Listener-Sponsor Delegates shall serve for a term expiring
in December 2004. Beginning with the 2004 election of
Delegates, Delegate elections shall thereafter proceed in
accordance with the remainder of the provisions of this Article of
these Bylaws.

SECTION 11. DELEGATES' TERMS OF OFFICE; TERM LIMITS

A Delegate's term of office, shall be three (3) years, beginning in December. A Delegate may serve a
maximum of two consecutive 3-year terms. A Delegate shall not be eligible for further service as a Delegate
until one year has elapsed after the termination of the Delegate's second consecutive three-year term.

SECTION 9. DELEGATES' TERMS OF OFFICE; TERM LIMITS

A Delegate's term of office, shall be three (3) years, beginning in
December. A Delegate may serve a maximum of two consecutive
3-year terms, and in no event more than six (6) consecutive
years. A Delegate shall not be eligible for further service as a
Delegate until one year has elapsed after the termination of the
Delegate's second consecutive three-year term.

ARTICLE FIVE
BOARD OF DIRECTORS OF THE FOUNDATION

SECTION 1

F. The PNB shall work with the Committees of Inclusion to develop and implement anti-racism and anti-sexism
training for Pacifica management, staff, programmers, boards and committees.

The Delegates for each radio station shall meet annually in late
December or early January to elect four Directors to represent
that radio station on the Board. The Delegates of both classes of
Members, voting together, shall elect three Listener-Sponsor
Directors using the Single Transferable Voting method, and shall
elect one Staff Director using the Instant Runoff Voting method, to
represent that radio station on the Board. The Staff Director must
be a Staff Delegate. The Listener-Sponsor Directors must be
Listener-Sponsor Delegates.

D. DIVERSITY; ADDITIONAL STATION REPRESENTATIVE DIRECTORS

After the election of Station Representative Directors in any given election year, the National COI shall
evaluate the composition of the Board of Directors (Board) to determine whether the Board, as constituted,
meets that Committee's national diversity goals based on the demographics of the combined signal areas of
Pacifica-owned radio stations, using the same methods set forth in Article 4, Section 5.

Within one week of the close of the election, the National COI shall issue a written report reflecting its findings.
This report shall be issued publicly, it shall be provided to the Chair of each LSB and the Foundation, as well as
being posted at the applicable station and on their websites. In the event the National COI finds the Board as
constituted has not met the diversity goals as described above, then it shall invoke in its report the requirement
that the Board Secretary must notify the Chairs of the five Local Station boards to immediately convene their
respective radio station delegates "prior to the January Board meeting" to nominate and elect by the instant
runoff voting method a fifth director from among each radio station's delegates, in order to implement the
National COI's diversity goals. Any such additional Station Representative directors may be either
Listener-Sponsor Delegates or Staff Delegates. The second order of business at the Board of Directors
meeting in January shall be to adopt a resolution adding five (5) Directors to the Board for a period of one year
and then to seat those additional five Station Representative Directors for terms that shall expire the following
January.

SECTION 6. TRANSITION ELECTION

Following the adoption of these Bylaws, and within the time frame established by the interim Board, and
following the transition election of Delegates pursuant to Section 10 of Article 4 of these Bylaws, the Delegates
from each station area shall meet and elect four (4) Directors -three (3) of whom shall be Listener-Sponsor
Directors elected by Single Transferable voting, and one (1) of whom shall be a Staff Director elected by
Instant Runoff Voting. For the purposes of this election and contrary to the provisions of Section 3(A) of this
Article, one year's previous service as a Delegate LSB shall not be an eligibility requirement. The term of
these Station Representative Directors shall expire upon the election and seating of their successors in January
2005. In the event that those twenty (20) Directors, taken as a whole, are deemed by the National COI not to
meet its national diversity goals based on the demographics of the combined signal areas of Pacifica-owned
radio stations, using the same methods set forth in Article 4, Section 5, then the provisions of Section 3.D,
above, shall apply, except that the additional five Directors shall be immediately elected by the radio station
Delegates and seated at the first meeting of the newly elected Board and a resolution of the new Board
expanding the number of Station Representative Directors to twenty-five (25) until January 2005 shall be
adopted by the new Board at its first meeting. In addition, nominations for the two (2) Affiliate Directors
shall be opened.

SECTION 6. TRANSITION ELECTION

Following the adoption of these Bylaws, and within the time
frame established by the interim Board, and following the
transition election of Delegates pursuant to Section 8 of Article 4
of these Bylaws, the Delegates from each station area shall
meet and elect four (4) Directors - three (3) of whom shall be
Listener-Sponsor Directors elected by Single Transferable voting,
and one (1) of whom shall be a Staff Director elected by
Instant Runoff Voting. For the purposes of this election only, and
contrary to the provisions of Section 3(A) of this Article, one year's
previous service as a Delegate shall not be an eligibility
requirement. The term of these Station Representative Directors
shall expire upon the election and seating of their successors in
January 2005. In addition, nominations for the two (2) Affiliate
Directors shall be opened.

[this section same as draft B]

ARTICLE SEVEN
LOCAL STATION BOARDS

SECTION 1. LOCAL STATION BOARDS

There shall be a standing committee of the Board of Directors for
each Foundation radio station which shall be known as the Local
Station Board ("LSB"). The powers, duties and responsibilities of
the LSBs shall be those set forth in these Bylaws and such other
powers, duties and responsibilities as the Board of Directors
may from time to time delegate to them.

SECTION 2. COMPOSITION OF THE LOCAL STATION BOARDS

Each LSB shall consist of the 24 Delegates elected by the
Members for that radio station - 18 Listener-Sponsor Delegates
and 6 Staff Delegates. (Four of the Delegates for each radio
station shall also concurrently serve as Directors of the
Foundation, as set provided in Section 3 of Article 5 of the
Bylaws.)

...

ARTICLE EIGHT
OTHER COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 4. COMMITTEES OF INCLUSION

The Foundation shall require diversity throughout its institutional structures.

For the purpose of developing and monitoring diversity, there shall be established a standing committee of the
Board called the "National Committee of Inclusion" ("COI"). The National COI shall have five local
subcommittees known as "Local Committees of Inclusion". The local COIs shall each consist one Director and
three LSB members who shall be elected in January each year by their respective LSBs using the single
transferable voting method. Those four shall choose at least three and not more than eleven additional local
COI members each year who have affirmed their support for the foundation's mission. The National COI shall
be made up of the Directors from each Local COI and two additional Local COI members elected by the Local
COI using the Single Transferable Voting method. In electing local and National COI members, the LSBs and
Local COIs, respectively, shall apply demographic data as set forth in Article 4, Section 5, with the goal of the
fullest inclusion of members of societally under represented and disenfranchised groups. To avoid actual or
potential conflicts of interest, no member of a COI may run for election as a local station Delegate while
serving on the local COI, and s/he must resign from the COI immediately should s/he commence gathering
nomination signatures for his/her candidacy as a Delegate.

Any and all actions of the National Committee of Inclusion or any of its local subcommittees may be overridden
by the Board of Directors if it deems it appropriate or necessary.

The National COI shall: (a) monitor the diversity of the national staff and the Board of Directors and its
committees and make recommendations for improvements, (b) set and implement diversity goals for the Board
of Directors as set forth in Article 5, Sections 3 and 6, (c) monitor the diversity goals throughout all Pacifica
network stations, and (d) communicate closely with the Local COIs regarding their progress toward their
diversity goals.

Local COIs shall monitor inclusion of under-represented communities in their station programming, volunteer
staff, and paid staff. They will also monitor Delegate election candidates and will work with the appropriate
local LSB committees to improve the diversity of Delegate election candidates.

Local COIs shall help establish, [and]monitor and implement diversity goals in consultation with station
management and volunteer committees. These diversity goals will be published and maintained in each
respective signal area. Communities deemed to be under-represented by the local COIs will be identified and
the extent of their under-representation shall be communicated to the Board, the respective LSBs and LSB
committees, and station management. Station management and the LSB committees shall take all steps
reasonably necessary to achieve inclusion of these communities in their future decisions about staffing,
programming, committee membership, and Delegate candidate outreach and recruitment.

Local station management and LSB committees shall report quarterly to the local COIs, the National COI, and
the LSBs on the status of diversity goals within their respective signal areas. The National COI shall query and
monitor signal areas with identified under-represented communities about their plans for addressing these
communities. Where necessary and with due notice, the Board may suggest or direct managers and committees
to implement specific measures to attain the applicable diversity. The Board and National COI will assist and
encourage station managers and committees in finding new ways to improve recruitment efforts in their
respective signal areas in an effort to achieve diversity goals.

All Committees of Inclusion shall operate in adherence to the Foundation Bylaws and policies. The National
Committee of Inclusion shall develop a written document for approval by the Board of Directors which shall be
called "Committees of Inclusion Operational Guidelines" that describes the committees' charge and policies
regarding implementation of that charge.

ARTICLE EIGHT
OTHER COMMITTEES OF THE BOARD OF DIRECTORS

SECTION 4. COMMITTEES OF INCLUSION

In addition, there shall be established, in each of the
Foundation's radio station areas, standing committees of the
Board to monitor the under-representation of communities in
their respective radio station areas. These "Committees of
Inclusion" shall include one Director and three LSB members
from each radio station area who shall be elected by their
respective LSBs, and such additional committees as those four
shall choose by majority vote. The Committees of Inclusion will
monitor both station programming and staffing in consultation
with the LSBs. They will also monitor the diversity of election
candidates and work with the LSBs' appropriate committees to
improve the diversity of election candidates at the local and
national level. These Committees of Inclusion shall monitor
diversity participation in consultation with the general manager,
local committees and the Board, the status of which will be
published and maintained in each respective radio station area.
Communities deemed to be under-represented by the
Committees of Inclusion will be identified and the extent of their
under-representation shall be communicated to the Board, the
respective LSBs and any local outreach committees. Station
managers and appropriate LSB committees will be expected to
consider these communities in their future decisions about
staffing, programming, and candidate outreach, subject to any
applicable state and federal laws and regulations. All station
managers and Committees of Inclusion will report to the Board
and their respective LSBs quarterly on the status of diversity
within their radio station areas. The Board shall query and
monitor radio station areas with identified under-represented
communities and any plans for addressing these
under-represented communities' increased participation. Where
necessary with due notice, the Board will suggest and/or direct
managers and committees to implement specific measures to
improve the status of under-represented communities in their
respective radio station areas. The Board will assist and
encourage station managers and Committees of Inclusion in
finding new ways to improve recruitment efforts in their
respective radio station areas.